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Minda Corporation Ltd.

BSE: 538962 Sector: Auto
NSE: MINDACORP ISIN Code: INE842C01021
BSE 00:00 | 28 Oct 148.20 3.60
(2.49%)
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145.60

HIGH

149.25

LOW

141.30

NSE 00:00 | 28 Oct 147.90 3.25
(2.25%)
OPEN

145.25

HIGH

149.30

LOW

141.15

OPEN 145.60
PREVIOUS CLOSE 144.60
VOLUME 141583
52-Week high 149.25
52-Week low 64.90
P/E 31.13
Mkt Cap.(Rs cr) 3,543
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 145.60
CLOSE 144.60
VOLUME 141583
52-Week high 149.25
52-Week low 64.90
P/E 31.13
Mkt Cap.(Rs cr) 3,543
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Minda Corporation Ltd. (MINDACORP) - Auditors Report

Company auditors report

To the Members of Minda Corporation Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the standalone financial statements of MindaCorporation Limited ("the Company") which comprise the standalone balance sheetas at 31 March 2021 and the standalone statement of profit and loss (including othercomprehensive income) standalone statement of changes in equity and standalone statementof cash flows for the year then ended and notes to the standalone financial statementsincluding a summary of the significant accounting policies and other explanatoryinformation.

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone financial statements give theinformation required by the Companies Act 2013 ("Act") in the manner sorequired and give a true and fair view in conformity with the accounting principlesgenerally accepted in India of the state of affairs of the Company as at 31 March 2021and profit and other comprehensive income changes in equity and its cash flows for theyear ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing(SAs) specified under section 143(10) of the Act. Our responsibilities under those SAs arefurther described in the Auditor's Responsibilities for the Audit of the StandaloneFinancial Statements section of our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of thestandalone financial statements under the provisions of the Act and the Rules thereunderand we have fulfilled our other ethical responsibilities in accordance with theserequirements and the Code of Ethics. We believe that the audit evidence we have obtainedis sufficient and appropriate to provide a basis for our opinion on the Standalonefinancial statements.

Key Audit Matters

Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the standalone financial statements of thecurrent period. These matters were addressed in the context of our audit of the standalonefinancial statements as a whole and in forming our opinion thereon and we do not providea separate opinion on these matters.

Description of Key Audit Matters

The Company's revenue is derived primarily from sale of products which comprises locks and wire harness for the automotive industry. In view of the significance of the matter we applied the following audit procedures in this area among others to obtain sufficient appropriate audit evidence:
- Assessed the appropriateness of the accounting policy for revenue recognition as per the relevant accounting standard;
Standards on Auditing presume a fraud risk with regard to revenue recognition. Also revenue is one of key performance indicators of the Company which makes it susceptible to misstatement.
- Evaluated the design and implementation of key internal financial controls in relation to revenue recognition and tested the operating effectiveness of such controls for a sample of transactions (using random sampling);
- Involved IT specialists to assist us in testing of key IT system controls relating to revenue recognition;
In view of the above we have identified revenue recognition as a key audit matter.
- Performed detailed testing by selecting samples (using statistical sampling) of revenue transactions recorded during and after the year. For such sample verified the underlying documents including customer acceptance to assess recognition of revenue in the period in which control is transferred;
- Tested sample journal entries for revenue recognised during the year selected based on specified risk-based criteria to identify unusual transactions;
- Assessed the adequacy of the disclosures made in accordance with the relevant accounting standard.

Other Information

The Company's management and Board of Directors are responsiblefor the other information. The other information comprises the information included in theCompany's annual report but does not include the financial statements and ourauditors' report thereon.

Our opinion on the standalone financial statements does not cover theother information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statementsour responsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the standalone financial statements orour knowledge obtained in the audit or otherwise appears to be materially misstated. Ifbased on the work we have performed we conclude that there is a material misstatement ofthis other information we are required to report that fact. We have nothing to report inthis regard.

Management's and Board of Directors' Responsibility for theStandalone Financial Statements

The Company's Management and Board of Directors are responsiblefor the matters stated in section 134(5) of the Act with respect to the preparation ofthese standalone financial statements that give a true and fair view of the state ofaffairs profit and other comprehensive income changes in equity and cash flows of theCompany in accordance with the accounting principles generally accepted in Indiaincluding the Indian Accounting Standards (Ind AS) specified under section 133 of the Act.This responsibility also includes maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding of the assets of the Company and forpreventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring accuracy and completeness of theaccounting records relevant to the preparation and presentation of the standalonefinancial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparing the standalone financial statements the Management andBoard of Directors are responsible for assessing the Company's ability to continue asa going concern disclosing as applicable matters related to going concern and using thegoing concern basis of accounting unless the Board of Directors either intends toliquidate the Company or to cease operations or has no realistic alternative but to doso.

The Board of Directors is also responsible for overseeing theCompany's financial reporting process.

Auditor's Responsibilities for the Audit of the StandaloneFinancial Statements

Our objectives are to obtain reasonable assurance about whether thestandalone financial statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an auditor's report that includes our opinion.Reasonable assurance is a high level of assurance but is not a guarantee that an auditconducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of

these standalone financial statements.

As part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of thestandalone financial statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error as fraudmay involve collusion forgery intentional omissions misrepresentations or the overrideof internal control.

• Obtain an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriate in the circumstances. Undersection 143(3)(i) of the Act we are also responsible for expressing our opinion onwhether the company has adequate internal financial controls with reference to financialstatements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures in the standalone financialstatements made by the Management and Board of Directors.

• Conclude on the appropriateness of the Management and Board ofDirectors use of the going concern basis of accounting and based on the audit evidenceobtained whether a material uncertainty exists related to events or conditions that maycast significant doubt on the Company's ability to continue as a going concern. If weconclude that a material uncertainty exists we are required to draw attention in ourauditor's report to the related disclosures in the standalone financial statementsor if such disclosures are inadequate to modify our opinion. Our conclusions are basedon the audit evidence obtained up to the date of our auditor's report. Howeverfuture events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation structure and content of thestandalone financial statements including the disclosures and whether the standalonefinancial statements represent the underlying transactions and events in a manner thatachieves fair presentation.

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.

We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.

From the matters communicated with those charged with

governance we determine those matters that were of most significancein the audit of the standalone financial statements of the current period and aretherefore the key audit matters. We describe these matters in our auditors' reportunless law or regulation precludes public disclosure about the matter or when inextremely rare circumstances we determine that a matter should not be communicated in ourreport because the adverse consequences of doing so would reasonably be expected tooutweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors' Report) Order 2016("the Order") issued by the Central Government in terms of section 143 (11) ofthe Act we give in the "Annexure A" a statement on the matters specified inparagraphs 3 and 4 of the Order to the extent applicable.

2. (A) As required by Section 143(3) of the Act we report that:

a) We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit.

b) In our opinion proper books of account as required by law have beenkept by the Company so far as it appears from our examination of those books.

c) The standalone balance sheet the standalone statement of profit andloss (including other comprehensive income) the standalone statement of changes in equityand the standalone statement of cash flows dealt with by this Report are in agreement withthe books of account.

d) In our opinion the aforesaid standalone financial statements complywith the Ind AS specified under section 133 of the Act.

e) On the basis of the written representations received from thedirectors as on 31 March 2021 taken on record by the Board of Directors none of thedirectors is disqualified as on 31 March 2021 from being appointed as a director in termsof Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls withreference to financial statements of the Company and the operating effectiveness of suchcontrols refer to our separate Report in "Annexure B".

(B) With respect to the other matters to be included in

the Auditors' Report in accordance with Rule 11 of the

Companies (Audit and Auditors) Rules 2014 in our

opinion and to the best of our information and according to theexplanations given to us:

i. The Company has disclosed the impact of pending litigations as at 31March 2021 on its financial position in its standalone financial statements - Refer Note2.37 to the standalone financial statements;

ii. The Company did not have any long-term contracts includingderivative contracts for which there were any material foreseeable losses.

iii. There has been no delay in transferring amounts required to betransferred to the Investor Education and Protection Fund by the Company.

iv. The disclosures in the standalone financial statements regardingholdings as well as dealings in specified bank notes during the period from 8 November2016 to 30 December 2016 have not been made in these financial statements since they donot pertain to the financial year ended 31 March 2021.

(C) With respect to the matter to be included in the Auditors'Report under section 197(16):

In our opinion and according to the information and explanations givento us the remuneration paid by the company to its directors during the current year is inaccordance with the provisions of Section 197 of the Act. The remuneration paid to anydirector is not in excess of the limit laid down under Section 197 of the Act. TheMinistry of Corporate Affairs has not prescribed other details under Section 197(16) whichare required to be commented upon by us.

For B S R & Co. LLP
Chartered Accountants
Firm's Registration No.: 101248W/W-100022
Shashank Agarwal
Partner
Place: Gurugram Membership No.: 095109
Date: 18 May 2021 UDIN: 21095109AAAADE9345

Annexure A referred to in our Independent Auditor's Report to themembers of Minda Corporation Limited on the Standalone Financial Statements for the yearended 31 March 2021.

(i) (a) According to the information and explanations given to us theCompany has maintained proper records showing full

particulars including quantitative details and situation of fixedassets (property plant and equipment).

(b) According to the information and explanations given to us theCompany has a regular programme of physical verification of its property plant andequipment by which all fixed assets (property plant and equipment) are verified over theperiod of one to three years. In our opinion this periodicity of physical verification isreasonable having regard to the size of the Company and the nature of its assets. Inaccordance with this programme certain fixed assets (property plant and equipment) havebeen physically verified by the management during the current year. As informed to us nomaterial discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the title deeds of thefreehold immovable properties and lease deed of leasehold properties are held in the nameof the Company except for the following properties which are held in the name oferstwhile subsidiary companies which have now been merged:

Type of Immovable Property Location of Immovable Property Gross block as on 31 March 2021 (Rs. in million) Net block as on 31-Mar-21 (Rs. in million) Existing name in title deed
Freehold land Kakkalur Chennai 0.32 0.32 Minda SAI Limited
Buildings Kakkalur Chennai 36.45 29.39 Minda SAI Limited
Leasehold land Kakkalur Chennai 24.15 16.39 Minda SAI Limited
Freehold land Greater Noida Uttar Pradesh 16.10 16.10 Minda SAI Limited
Freehold land Murbad Mumbai 2.97 2.97 Minda SAI Limited
Buildings Murbad Mumbai 85.19 61.52 Minda SAI Limited
Leasehold land Pithampur Madhya Pradesh 0.50 0.26 Minda SAI Limited
Buildings Pithampur Madhya Pradesh 63.86 53.50 Minda SAI Limited
Buildings Pune Maharashtra 19.89 7.26 Minda SAI Limited
Buildings Noida Uttar Pradesh 2.29 0.04 Minda SAI Limited
Freehold Land Bawal Haryana 22.61 22.61 Minda Autoelektrik Limited
Building Bawal Haryana 104.29 91.23 Minda Autoelektrik Limited

(ii) According to the information and explanations given to us theinventories except good-in-transit and stock lying with third parties have beenphysically verified by the management at the year end. In our opinion the frequency ofsuch verification is reasonable having regard to the size of the Company and nature of itsbusiness. For stocks lying with third parties as at the year-end written confirmationshave been obtained. As informed to us the discrepancies noticed on comparison of physicalverification of inventories with book records were not material and have been properlydealt with in the books of account.

(iii) According to the information and explanations given to us theCompany has granted loan to other party covered in the register maintained under Section189 of the Companies Act 2013 (‘the Act'):

a) In our opinion the rate of interest and other terms and conditionson which the loan had been granted to the other party listed in the register maintainedunder Section 189 of the Act were not prima facie prejudicial to the interest of theCompany;

b) In case of the loan granted to other party listed in the registermaintained under Section 189 of the Act the borrower has filed for insolvency during thecurrent year hence no repayment of the principal and payment of interest on such loanswas made by the borrower (refer note 2.48 to the standalone financial statements);

c) There are no overdue amounts as at 31 March 2021 in respect of theloan granted to other party listed in the register maintained under Section 189 of theAct. Pursuant to insolvency filed by the party the Company had earlier made provision forimpairment loss on loan outstanding and interest receivable as at 31 March 2020 from suchparty. There has been no change in the loan outstanding and interest receivable fromprevious year (refer note 2.48 to the standalone financial statements). Accordingly para3 (iii) (c) of the Order is not applicable.

According to the information and explanations given to us the Companyhas not granted any loans secured or unsecured to companies and firms covered in theregister maintained under section 189 of the Act. As informed to us there are no limitedliability partnerships covered in the register maintained under section 189 of the Act.

(iv) According to the information and explanations given to us theCompany has complied with the provisions of Section 185 and 186 of the Act with respectto the loans investments guarantees and security made.

(v) As per the information and explanations given to us the Companyhas not accepted any deposits as mentioned in the directives issued by the Reserve Bank ofIndia and the provisions of Section 73 to 76 or any other relevant provisions of the Actand the rules framed there under. Accordingly para 3(v) of the Order is not applicable.

(vi) The Central Government has prescribed the maintenance of costrecords under sub-section (1) of section 148 of the Act for certain activities carried outby the Company. We have broadly reviewed the books of account maintained by the Companypursuant to the Rules made by the Central Government for the maintenance of cost recordsunder Section 148 of the Act and are of the opinion that prima facie the prescribedaccounts and records have been made and maintained. However we have not made a detailedexamination of the cost records.

(vii) (a) According to the information and explanations given to us andon the basis of our examination of the records of the

Company amounts deducted / accrued in the books of account in respectof undisputed statutory dues including Provident fund Employees' State InsuranceIncome-tax Goods and Services Tax (‘GST') Duty of customs and other materialstatutory dues have been regularly deposited during the year by the Company with theappropriate authorities though there has been slight delays in deposit of Goods andService Tax and Income-tax in a few cases.

According to the information and explanations given to us noundisputed amounts payable in respect of Provident fund Employees' State InsuranceIncome-tax GST Service tax Duty of excise Sales tax Value added tax Duty of customsand other material statutory dues were in arrears as at 31 March 2021 for a period of morethan six months from the date they became payable.

The Company does not have any liability in respect of Service tax Dutyof excise Sales tax and Value added tax effective 1 July 2017 these statutory dues havebeen subsumed into GST.

Also refer note 2.37 wherein it is explained that on account of theuncertainty with respect to the applicability of the Hon'ble Supreme Court Judgement onthe provident fund matter management has not recognised and deposited any additionalprovident fund amount upto 31 March 2019.

(b) According to the information and explanations given to us thereare no dues in respect of Income tax GST Sales-tax Service tax Duty of custom Duty ofexcise and Value added tax which have not been deposited with the appropriate authoritieson account of any dispute except for the following:

Central Sales Tax Act 1959

Sales tax

2014-15

Joint Commissioner of Sales Tax (Appeal)

0.72

0.05
Customs Act 1962

Custom duty

2017-18

Commissioner Appeals Customs Mumbai

0.45

0.04
Central Sales Tax Act 1959

Sales tax

2011-12

Joint Commissioner of Commercial Taxes Karnataka

0.90

0.26
Central Sales Tax Act 1959

Sales tax

2012-13

Assistant Commissioner of Commercial Tax

0.51

0.51
Tamil Nadu General Sales Tax Act 1956

Value Added Tax

2006-07

Appellate Deputy Commissioner Kancheepuram

0.02

0.02
Maharashtra Value Added Tax 2002

Value Added Tax

2016-17

Joint Commissioner of State Tax (Appeal) Pune

8.90

0.46
Central Sales Tax Act 1959

Sales tax

2016-17

Deputy Commissioner of State Tax Pune

3.91

-
Maharashtra Value Added Tax 2002

Value Added Tax

2017-18 (up to June'2017)

Deputy Commissioner of State Tax Pune

5.52

-
Central Sales Tax Act 1959

Sales tax

2017-18 (up to June'2017)

Deputy Commissioner of State Tax Pune

31.31

-
Finance Act 1994

Service tax

2015-16 to 2017-18 (up to June'2017)

Office of the Commissioner of GST Haryana

0.37

0.05
Name of the Statute Nature of dues

Financial year to which amount relates

Forum where dispute is pending

Amount (Rs. in million)*

Amount paid under protest (Rs. in million)

Central Excise Act 1944 Excise duty

2013-14 to 2017-18 (up to June'2017)

Directorate General of Goods and Services Tax Intelligence

3.53

Customs Act 1962 Custom duty

2018-19 to 2020-21

Commissioner (Appeals) Customs

6.43

6.43

Central Sales Tax Act 1959 Sales tax

2017-18 (up to June'2017)

Assistant Commissioner Sales Tax Chennai

0.06

0.02

Uttar Pradesh Value Added Tax Value Added Tax

2014-15

Joint Commissioner Sales tax Noida

0.26

-

Central Sales Tax Act 1959 Sales tax

2017-18 (up to June'2017)

Deputy Commissioner Central Sales Tax

1.81

-

Harayana Value Added Tax Act 2003 Value Added Tax

2017-18 (up to June'2017)

ETO cum Assessing Authority

14.12

Harayana Value Added Tax Act 2003 Value Added Tax

2017-18 (up to June'2017)

ETO cum Assessing Authority

0.27

Maharashtra Value Added Tax 2002 Value Added Tax

2016-17

Office of Deputy Commissioner of Sales Tax

1.71

-

Central Sales Tax Act 1959 Sales tax

2016-17

Office of Deputy Commissioner of Sales Tax

16.50

-

Income Tax Act 1961 Income tax

2016-17

Commissioner of Income Tax (Appeals)

15.66

-

* Amount as per demand orders including interest and penalty whereverquantified in the Order.

(viii) According to the information and explanations given to us thereis no default existing at the balance sheet date in repayment of loans or borrowings tobanks and a financial institution. The Company did not have any loans or borrowings fromgovernment and outstanding dues to any debenture holder during the year.

(ix) In our opinion and according to the information and explanationsgiven to us and on the basis of our examination of the records of the Company the Companyhas not raised any money by way of initial public offer or further public offer (includingdebt instruments) during the year. However during the year ended 31 March 2019 theCompany had raised money by way of Qualified Institutional Placement (QIP). The proceedsfrom QIP were INR 3056.36 million. The proceeds of the issue (net of related expense ofINR 50.50 million) are to augment for growth and expansion corporate general purposeworking capital requirement repayment of outstanding loan and investment in subsidiariesand joint ventures. The proceeds of INR 3056.36 million pending utilisation for theobjects of QIP have temporarily been invested in interest bearing liquid instrument.Further the term loans taken by the Company during the year have been applied for thepurposes for which they were raised.

(x) According to the information and explanations given to us no fraudby the Company and neither any fraud on the Company by

its officers or employees has been noticed or reported during the year.

(xi) According to the information and explanations given to us and onthe basis of our examination of the records of the Company

the managerial remuneration has been paid or provided by the Company inaccordance with the provisions of Section 197 read

with Schedule V of the Act.

(xii) According to the information and explanations given to us theCompany is not a Nidhi Company. Accordingly paragraph 3(xii) of the Order is notapplicable.

(xiii) According to the information and explanation given to us and onthe basis of our examination of the records of the Company all the transactions withrelated parties are in compliance with the provisions of Section 177 and 188 of the Actwhere applicable and details of such transactions have been disclosed in the StandaloneFinancial Statements as required by the applicable accounting standards.

(xiv) According to the information and explanation given to us and onthe basis of our examination of the records of the Company

the Company has duly complied with the provisions of section 42 of theAct in respect of preferential allotment of equity shares made during the year. Accordingto the information and explanation given to us we report that the amount raised have beenused for the purposes for which the funds were raised. The Company has neither made anyprivate placement of shares nor issued any fully or partly convertible debentures duringthe year.

(xv) According to the information and explanations given to us theCompany has not entered into any non-cash transactions with directors or person connectedwith him. Accordingly paragraph 3 (xv) of the Order is not applicable.

(xvi) According to the information and explanations given to us theCompany is not required to be registered under Section 45-IA of the Reserve Bank of IndiaAct 1934.

For B S R & Co. LLP
Chartered Accountants
Firm's Registration No.: 101248W/W-100022
Shashank Agarwal
Partner
Place: Gurugram Membership No.: 095109
Date: 18 May 2021 UDIN: 21095109AAAADE9345

Annexure B to the Independent Auditors' report on the standalonefinancial statements of Minda Corporation Limited for the period ended 31 March 2021

Report on the internal financial controls with reference to theaforesaid standalone financial statements under Clause (i) of Subsection 3 of Section 143of the Companies Act 2013

(Referred to in paragraph 1(A)(f) under ‘Report on Other Legal andRegulatory Requirements' section of our report of even date)

Opinion

We have audited the internal financial controls with reference tofinancial statements of Minda Corporation Limited ("the Company") as of 31 March2021 in conjunction with our audit of the standalone financial statements of the Companyfor the year ended on that date.

In our opinion the Company has in all material respects adequateinternal financial controls with reference to financial statements and such internalfinancial controls were operating effectively as at 31 March 2021 based on the internalfinancial controls with reference to financial statements criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by theInstitute of Chartered Accountants of India (the "Guidance Note").

Management's Responsibility for Internal Financial Controls

The Company's management and the Board of Directors areresponsible for establishing and maintaining internal financial controls based on theinternal financial controls with reference to financial statements criteria established bythe Company considering the essential components of internal control stated in theGuidance Note. These responsibilities include the design implementation and maintenanceof adequate internal financial controls that were operating effectively for ensuring theorderly and efficient conduct of its business including adherence to company'spolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Companies Act 2013(hereinafter referred to as "the Act").

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internalfinancial controls with reference to financial statements based on our audit. We conductedour audit in accordance with the Guidance Note and the Standards on Auditing prescribedunder section 143(10) of the Act to the extent applicable to an audit of internalfinancial controls with reference to financial

statements. Those Standards and the Guidance Note require that wecomply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls with reference to financialstatements were established and maintained and whether such controls operated effectivelyin all material respects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls with reference to financial statements andtheir operating effectiveness. Our audit of internal financial controls with reference tofinancial statements included obtaining an understanding of such internal financialcontrols assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgement including the assessment ofthe risks of material misstatement of the standalone financial statements whether due tofraud or error.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company's internalfinancial controls with reference to financial statements.

Meaning of Internal Financial controls with Reference to FinancialStatements

A company's internal financial controls with reference to financialstatements is a process designed to provide reasonable assurance regarding the reliabilityof financial reporting and the preparation of financial statements for external purposesin accordance with generally accepted accounting principles. A company's internalfinancial controls with reference to financial statements include those policies andprocedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of thecompany; (2) provide reasonable assurance that transactions are recorded as necessary topermit preparation of financial statements in accordance with generally acceptedaccounting principles and that receipts and expenditures of the

company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany's assets that could have a material effect on the standalone financial statements.

Inherent Limitations of Internal Financial controls with Reference toFinancial Statements

Because of the inherent limitations of internal financial controls withreference to financial statements including the possibility of collusion or impropermanagement override of controls material misstatements due to error or fraud may occurand not be detected. Also projections of any evaluation of the internal financialcontrols with reference to standalone financial statements to future periods are subjectto the risk that the internal financial controls with reference to standalone financialstatements may become inadequate because of changes in conditions or that the degree ofcompliance with the policies or procedures may deteriorate.

For B S R & Co. LLP
Chartered Accountants
Firm's Registration No.: 101248W/W-100022
Shashank Agarwal
Partner
Place: Gurugram Membership No.: 095109
Date: 18 May 2021 UDIN: 21095109AAAADE9345

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